1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. From February 1, 2012 to August 30, 2015, the Plaintiff served as a director in charge of funding (CFO) of the Defendant.

B. Around April 2015, 2015, ELF Co., Ltd. (hereinafter “ELF”) purchased all the Defendant’s shares (39.78% of shares) and shares of other large shareholders, which were owned by the Defendant’s representative director and largest shareholders, and acquired the Defendant’s management right.

C. The part related to the instant case in the Defendant’s articles of incorporation and the rules on the payment of retirement allowances for directors (hereinafter “instant provisions”) are as follows.

Article 38 (Remuneration and Retirement Allowance for Directors) (1) The remuneration of directors shall be determined by a resolution of the general meeting of shareholders.

(2) The payment of retirement allowances for directors shall be made by the rules for the payment of retirement allowances for directors.

Article 5 of the instant provision [Calculation of Retirement Allowances] (3) Where an executive is resigned or dismissed due to hostile merger, acquisition, etc. during his/her term of office, an amount equivalent to at least ten times the retirement allowance shall be additionally paid in addition to the retirement allowance, on condition that at least ten multiples of the retirement allowance shall be determined by a resolution

Article 6 (Date of Payment) of the Rules of this case shall be paid within one month from the date of completion of the continuous retirement period.

On June 9, 2015, the Plaintiff presented to the Defendant a resignation to retire as of August 30, 2015, and received retirement allowance of KRW 59,031,781 from the Defendant on September 11, 2015.

[Ground of recognition] Facts without dispute, Gap 1, 2, 3, Eul 1, 3, the purport of the whole pleadings

2. The assertion and judgment

A. Article 5(3) of the Plaintiff’s assertion that “where an executive is resigned or dismissed due to a hostile merger or acquisition, etc.” should be construed as including not only hostile merger or acquisition but also other circumstances where an executive is difficult to continue to work due to transfer of management rights, etc.

However, the defendant has been in charge of the plaintiff after the change of management rights.